Marjorie Rodgers Cheshire
EXELONAbout Marjorie Rodgers Cheshire
Independent director at Exelon since July 2020; age 56; currently Principal at A&R Development Corp. (previously President & COO) with brand, marketing, compliance, and asset management expertise. She chairs the Talent Management & Compensation Committee (TMCC) and serves on the Corporate Governance Committee (CGC) and Operations, Safety & Customer Experience Committee (OSCC). She is designated independent under Nasdaq and Exelon standards. Other current public board: PNC Financial Services Group. Prior public board: Empowerment & Inclusion Capital I Corp. (2021–2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A&R Development Corp. | Principal; formerly President & COO | Principal since 2004; President & COO 2004–2021 | Real estate investment leadership; compliance, strategy, asset management |
| National Football League | Senior Director, Brand & Consumer Marketing | 2001–2004 | Brand management and consumer marketing |
| Oxygen Media | Vice President, Business Development | 2000–2001 | Growth initiatives and partnerships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baltimore Equitable Insurance | Chair | Not disclosed | Governance leadership |
| Johns Hopkins Medicine | Trustee | Not disclosed | Healthcare sector oversight |
| Thread, Inc. | Trustee | Not disclosed | Community nonprofit engagement |
Board Governance
- Committee assignments: TMCC Chair; member of CGC and OSCC. TMCC met 5 times in 2024; CGC 5; OSCC 2 (committee formed March 2024). All committees are 100% independent.
- Independence: All non-employee directors (including Cheshire) are independent; ARC and TMCC members meet independence rules.
- Board meeting attendance: Board held 6 meetings in 2024; each director attended at least 75% of Board/committee meetings; average director attendance was 98%. Executive sessions of independent directors occur at each regular Board meeting.
- TMCC remit under her chairship includes CEO evaluation, executive compensation approval, incentive and equity program design, succession planning, culture/talent risk oversight, and CD&A review. The TMCC engages Willis Towers Watson (WTW) as independent compensation consultant; independence affirmed with fee disclosure.
- Say‑on‑pay signal: 2024 say‑on‑pay approval was 93.7% and 5‑year average 93.5%, indicating strong investor alignment with compensation oversight.
Fixed Compensation
- Program structure: Non‑employee director cash retainer $125,000; Board Chair $180,000; Committee chair fees—ARC $25,000; TMCC $20,000; CGC $20,000; OSCC $20,000. Special committees may receive $5,000 per quarter.
- 2024 director compensation (Cheshire):
- One‑time special committee payment: $116,966 for extraordinary service (July 2022–Dec 2023) included in cash fees.
- Exelon Foundation director service fee: $6,000 included in cash fees.
- Matching gift program: $15,000 in “All Other Compensation.”
| Component | 2024 Amount ($) |
|---|---|
| Cash Fees | 287,966 |
| Equity Compensation (DSUs grant value) | 165,000 |
| All Other Compensation | 15,000 |
| Total Compensation | 467,966 |
Performance Compensation
- Equity structure: Annual deferred stock units (DSUs) valued at $165,000, granted quarterly in arrears, credited based on closing price on dividend date; earn dividend equivalents; settled in Exelon shares at departure or elected age; not performance‑based.
- Director ownership guideline: Must meet minimum stock ownership within five years; DSUs and share equivalents count.
| Equity Element | Terms | 2024/Status |
|---|---|---|
| Annual DSU grant | $165,000 value; quarterly in arrears; dividend equivalents; settled in shares at election | $165,000 granted in 2024 |
| Performance metrics | None for director equity (time‑based DSUs) | Not applicable |
| DSUs held (12/31/2024) | Accumulated DSUs balance | 20,063 units |
Other Directorships & Interlocks
| Company | Ticker | Role | Sector/Notes |
|---|---|---|---|
| PNC Financial Services Group | PNC | Director | Banking/financial services |
| Empowerment & Inclusion Capital I Corp. | — | Prior Director (2021–2022) | SPAC; discontinued |
- Related party transactions: Exelon disclosed no related person transactions in 2024.
- Board service limits: Exelon limits directors who are not public company CEOs to three additional public boards; Cheshire’s current outside public board count is within policy.
Expertise & Qualifications
- Brings organizational leadership, brand/marketing, compliance, strategy, and asset management capabilities; adds Baltimore market insight beneficial to BGE jurisdiction oversight.
- Committee leadership: TMCC chair with responsibility for executive pay design and risk assessment; engages independent consultants and conducts annual program rigor reviews.
- Independence and governance quality: Independent status; committees fully independent; strong evaluation processes for Board/committee/individual directors.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of 2/3/2025) | 27,452 shares/equivalents | Includes DSUs and phantom equivalents; less than 1% of outstanding; none pledged. |
| DSUs balance (12/31/2024) | 20,063 units | Accumulates dividend equivalents. |
| Pledging/hedging | None; hedging and pledging prohibited by policy | Policy applies to directors and covered persons. |
| Ownership guideline | Must meet within five years | DSUs count toward guideline. |
Governance Assessment
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Positive signals:
- Independent director with TMCC chair role overseeing rigorous pay‑for‑performance design; strong say‑on‑pay outcomes (93.7% in 2024; 5‑yr avg 93.5%).
- Use of independent compensation consultants (WTW), formal independence review, and transparent fee disclosure.
- High board/committee attendance norms (avg 98%), regular executive sessions, and committee independence.
- Director equity paid as DSUs aligns incentives with shareholders; mandatory ownership guideline.
- No related‑party transactions disclosed for 2024; prohibition on hedging/pledging.
-
Potential watch items:
- One‑time special committee cash payment ($116,966) increased 2024 cash mix; while Board‑approved for extraordinary service, investors may monitor recurrence of such discretionary director payments.
- External public board (PNC) introduces potential “banking relationship” proximity; no conflicts disclosed, but monitor for any Exelon‑PNC service relationships and related party disclosures over time.
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Committee effectiveness:
- TMCC remit includes CEO evaluation, incentive goal rigor (EPS, SAIDI/SAIFI, CSI; LTIP metrics evolving to EPS/ROE/CFO/Debt/TSR), and human capital risk; structural changes for 2025 LTIP add relative TSR as a direct metric, strengthening shareholder accountability.
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Overall view: Governance practices and Cheshire’s leadership of TMCC support investor confidence through disciplined compensation oversight, independent committee processes, and strong engagement outcomes; limited conflict indicators presently disclosed.